Rocky Balboa!!

"You, me, or nobody is gonna hit as hard as life. But it ain't how hard you hit; it's about how hard you can get hit, and keep moving forward. How much you can take, and keep moving forward. That's how winning is done."

Never turn away
When the challenge is alive
The choice is yours to make
In every chance you take

'Cause the winner takes it all
Loser takes a fall
Fight to the beginning of the end

Winner takes it all
'Til he breaks the fall
In time he'll make it over the top

First the mind - then the soul
And when the heart
Gets pumped up for the goal
There's no defeat - you'd sooner die
It's man to man
As we stand eye to eye

Winner takes it all......

Sing!!!!

The miles go by
Like water under the bridge
Reach for tomorrow
With the new sunrise
The road before us
Leading to what we need
Right from the start
Follow our hearts
Giving more than we receive

'Cause in this country
Our hearts are open
We are free to try again
When we see
What will be
Again we believe

I travel on an open road
To the future today
A restless heart
Knows when he's ready to go
The never-ending miles unfold
As far as I can see
Right from the start
Follow our hearts
No matter were the path may lead

'Cause in this country
Our hearts are open
We are free to fly again
When we see
What will be
Again we believe

You know the road is to tomorrow
Will you ride along with me again?
Give my life to yours
If you only say the word
From the past to the new
Giving more than you receive

... The club itself resembles a large unemptied trash-can.
The boxing ring is extra small to insure constant battle.
The lights overhead have barely enough wattage to see who is
fighting.

In the ring are two heavyweights, one white the other black.
The white fighter is ROCKY BALBOA. He is thirty years old.
His face is scarred and thick around the nose... His black
hair shines and hangs in his eyes. Rocky fights in a
plodding, machine-like style. The BLACK FIGHTER dances and
bangs combinations into Rocky's face with great accuracy.
But the punches do not even cause Rocky to blink... He grins
at his opponent and keeps grinding ahead.

The people at ringside sit on folding chairs and clamor for
blood... They lean out of their seats and heckle the fighters.
In the thick smoke they resemble spectres. Everyone is
hustling bets... The action is even heavier in the balcony.
A housewife yells for somebody to cover a two dollar bet.

The BELL RINGS and the fighters return to their corner...
Somebody heaves a beer can into the ring.

The Black Fighter spits something red in a bucket and sneers
across the ring at Rocky.

BLACK FIGHTER
(to cornerman)
... I'm gonna bust his head
wide open!

In Rocky's corner he is being assisted by a shriveled,
balding CORNERMAN, who is an employee of the club... He
works on Rocky without any enthusiasm.

A FIGHT FAN rushes up to Rocky... He is sixty-five, with
yellow teeth and wearing sunglasses.

FAN
Should I bet the fight don't
go the distance -- Ya feel
strong?

ROCKY
Absolutely.

CORNERMAN
... Ya want some good advice?

ROCKY
... I just want the mouthpiece.

The BELL RINGS... Rocky makes the sign of the cross. The
fighters engage in battle. The other fighter grabs Rocky in
a clinch and purposely butts him... The butt opens a bleeding
cut on the corner of Rocky's eye.

Rocky becomes furious over the foul and drives a flurry into
the man's body... Rocky slams the man on the jaw and the
fighter is out for the night. The fans throw rubbish into
the ring. Rocky ignores it.

The fans loudly go about collecting bets. The referee does
not bother to even count the fighter out and drags him under
the ropes where he is placed on a stretcher. Two new
fighters enter the ring. Rocky slips on a tattered robe.
Embroidered clumsily on the back is, "The Italian Stallion."

ANNOUNCER
Winner, Rocky Balboa -- Next a
six rounder between local
lightweights.

Without pomp Rocky climbs out of the ring and bums a
cigarette from a spectator... The fighter on the stretcher
passes behind him. He watches for a moment and continues up
the aisle... Before he even reaches the rear of the club the
BELL RINGS and the next fight has already begun... Rocky
fades into the darkness of the rear of the club.

THE TITLE CREDITS END:

INT. DRESSING ROOM - NIGHT

Rocky has nearly completed dressing and reaches into his
locker for his hat... Also in the dingy room are ten other
fighters... Two taped fighters talk shop in the corner.

The man peels off the money and departs... Rocky closes his
locker, nods to the defeated fighter, and leaves.

INT. TROLLEY - NIGHT

Rocky is on the trolley heading to South Philly... The
trolley is empty except for a thin old black WOMAN... The
black Woman studies Rocky's bruised face... Rocky becomes
self-conscious.

ROCKY
(almost apologetic)
I'm a fighter.

4.

WOMAN
(tired)
... Yo' iz an accident.

EXT. STREET - NIGHT

Rocky exits the trolley and walks down the block... He waves
at a pair of high-heeled hookers and they wave back.

Rocky passes a sleeping wino curled in front of a dirty
bookstore. Rocky drags the man into a protective passageway.

Further down the street, Rocky pauses in front of the
"ANIMAL TOWN PET SHOP"... He peers into the dark store and
sees a sad, huge dog sitting in the window. He mumbles to
the dog and continues to the corner.

EXT. ROCKY'S APARTMENT - NIGHT

A short while later, Rocky approaches his apartment located
in the most deprived section of South Philly. He kicks away
the litter that has gathered against the apartment steps and
enters.

INT. ROCKY'S HALLWAY - NIGHT

The narrow hallway is painted olive brown. A single light
bulb illuminates the gloomy corridor.

INT. ROCKY'S APARTMENT - NIGHT

Rocky enters. The one-room apartment is drab, with a
curling boxing poster of Rocky Marciano tacked on the wall...
Nailed against the far wall is a mattress. The mattress is
used as a punching bag. Stuffing spills out of the center.

Rocky drops his coat on the floor. He puts on a pair of
glasses. He crosses to a small turtle bowl... He lifts the
creatures.

ROCKY
...Look who's home.

Rocky starts to boil a pan of water on his hot plate, then
places an old 45 RPM record on a battered phonograph. The
record is a tune, "ALL IN THE GAME."

... As the CRACKLING MUSIC BEGINS, Rocky picks up his
hairbrush. Using it like a microphone, he mimes to the
record. He assumes the posture of a famous singer crooning
to thousands of adoring fans... He then switches into a
bullish fighting stance and throws several punches.

The water boils. Rocky soaks his badly-swollen hands.

5.

EXT. SUNRISE OF PHILADELPHIA SKYLINE - DAWN

We SEE the jagged skyline, highlighted by the towering
figure of William Penn that rises above the dawn haze as it
sits majestically above City Hall...

EXT. DOCKS - EARLY MORNING

Rocky is walking along the waterfront... He has a bandaid
over one eye. He looks at the red stevedores going about
their business... He stuffs his hands in his cheap wool
jacket and approaches a ship being unloaded.

Rocky passes two thick Mafia types leaning against a parked
car. These men look like blood drinkers.

Rocky releases the man who remains almost in shock. The
thumb is fine.

ROCKY
...That's what coulda happened.
(walks off.)

8.

EXT. STREET - DAY

Later that morning Rocky passes "Animal Town Pet Shop" in
South Philly... The shop is not very prosperous looking. In
the window hangs a sign reading "Today's special -- Mixed
Kittens -- $1.50"... Rocky stops at this shop every morning.
He stares at a litter of Lhasa Apsa puppies. He taps the
window and whistles. He SEES a girl behind the counter and
presses his face against the window and does his impression
of the Hunchback of Notre Dame. The girl nervously looks
away.

The girl behind the counter is ADRIAN KLEIN. She is not
very attractive, but pleasant-looking. Thirty years old.
Brown hair pulled back. Light skinned. She wears glasses.

Rocky really stops by to flirt with Adrian, but she is so
painfully shy nothing ever gets started... Rocky enters.

INT. PET SHOP - DAY

ADRIAN
... Could you take the puppy
out --

CUSTOMER
It can breathe.

ADRIAN
Please -

CUSTOMER
Please, nothin' - I paid for
this dog and can do whatever I
want with it - I can throw it
through the window if I want -
Now give me my two dollars
back before I do throw it
through the window.

Rocky walks over to her, stares hard in her face and snatches
the bag out of her hand. He removes the puppy and hands it
to Adrian.

CUSTOMER
Get away from me - Give me that!

Rocky takes a couple dollars out of his pocket and hands it
to the lady... She nervously exits.

ROCKY
... How's the turtle food this
week?

9.

ADRIAN
... Fine.

ROCKY
Me, I'm kinda aggravated.

ADRIAN
... I'm sorry.

ROCKY
Ain't your fault - Here's the
problem.

Adrian nods... Though charmed, she is slightly intimidated.

ROCKY
The last food I got here had
more moths than flies -- An'
the moths get caught in my
turtle's throat -- That makes
them cough --

The OWNER, a squat woman of forty, steps out of the back and
waves at Rocky.

ROCKY
(continuing)
Yo, Gloria -- I was talkin'
about the turtle food -- Like
I was sayin', the moths get
caught in the turtle's throat
an' makes 'em cough...
(coughs)
A little cough an' I gotta
smack 'em on the shell -- An'
whatta think they get?

Adrian shrugs.

ROCKY
(continuing)
I smack 'em hard on the shell
an' they get... What?

ADRIAN
... I don't know.

ROCKY
Shell-shocked!

Both the Owner and Adrian smile.

10.

OWNER
Startin' with the bad jokes
early today, huh.

ROCKY
Inventin' jokes ain't easy.

Rocky steps over to a large cage at the rear of the shop...
Inside is a huge dog.

ROCKY
(continuing)
How's Butkus this mornin'?

OWNER
Ain't had time to check 'em.

Rocky opens the cage and the large dog jumps out and looks
very happy.

ROCKY
Yo, Butkus -- Dead. Play dead.

The dog plays dead.

ROCKY
...What kinda dog is this again?

OWNER
Bullmastiff.

ROCKY
The owner was suppose to pick
him up three weeks ago.

OWNER
We're not responsible for
animals left over thirty
days - We board it ain't a
animal shelter, Y'know.
...Adrian, I want you to clean
all those cat cages downstairs,
they're a mess.
(Adrian nods.)

Rocky waves goodbye to Adrian and exits the shop.

EXT. LEHIGH ST. TRAIN TRESTLE - DAY

Gazzo picks up Rocky.

11.

INT. GAZZO'S CAR - MOVING - DAY

MR. GAZZO and his YOUNG BODY GUARD sit in the front seat...
Rocky is in the back seat.

ROCKY
He only had a hundred an'
thirty. -- I think he's good
for the rest next week, Mr.
Gazzo.

GAZZO
(patiently)
Sure, Rocky, Bob's good for
it...

Gazzo hands Rocky a twenty.

GAZZO
Tomorrow collect from Del
Rio -- He's late three weeks.
How'd you do last night?

ROCKY
... Fine.

Gazzo's Bodyguard looks at Rocky's bruised face in the
mirror and smiles.

BODYGUARD
Did ya get the license number?

ROCKY
Of wa?

BODYGUARD
... Of the truck that run over
your face.

Gazzo steps out of the car and beckons to Rocky.

GAZZO
Yo Rock. Did I give you a job
this mornin? How come ya
didn't break this guy's thumb
like I asked ya? When ya
don't do what ya are told, it
makes me look bad, kid.

ROCKY
I figure if I break the thumb
this guy gets thrown outta his
job and can't pay nothin no
more.

12.

GAZZO
It don't matter. It's my
reputation. These guys think
they can get off light. It's
bad for my reputation -- It's
bad for business. See ya
killer.

Gazzo gets into his car.

GAZZO
(to Bodyguard)
... The Rock's a good kid.

BODYGUARD
(emotionless)
... A meatbag.

They pull away.

EXT. GYM - DAY

Gazzo drives off and Rocky strolls across the street to
Goldmill's Gym. On the way he passes several familiar
people and exchanges waves... Out front is a young Irishman
who runs a soft pretzel stand... His name is RUDY. It is
apparent from his face he was a prize fighter... He is blind
and mentally defective.

RUDY
...See the fight last night?

RUDY
Nah, I was fightin' myself.

RUDY
Apollo Creed beat the bum to
pieces.

EXT./INT. GYM - DAY

Mickey's Gym is surrounded by bars and a couple of greasy
spoons. Out front a crowd of young Blacks talk and jive
among themselves. Two winos lean against the entrance.

Rocky enters the gym... The place is nearly full. The
MEASURED BEAT of SKIP ROPES and THROBBING SPEED BAGS makes
the room come alive, like it was a mindless piece of
machinery. Over the loudspeaker MUSIC by the Isley Brothers
BLARES out... The music adds a background to the CLANG of
the AUTOMATIC TIMERS, SNORTING SPARRING PARTNERS and the
THUDDING of HEAVY BAGS.

As Rocky walks through the gym many of the FIGHTERS pause to
wave and yell greetings.

FIGHTER #1
Hey, hear ya knocked Spider
Rice out in the sixth?

ROCKY
The third -- Shoulda seen it.

Rocky passes another FIGHTER punching the heavy bag.

FIGHTER #2
(removes glove)
Hey, Rock, touch my hand.

ROCKY
How come?

FIGHTER #2
C'mon, it's important.

Rocky touches the Fighter's bare hand.

FIGHTER #2
(continuing)
Can ya tell I just whacked-off?

Rocky smiles and moves away.

INT. DRESSING ROOM - DAY

The dressing room is lined with dented lockers. Wooden
benches stretch across the room. On the wall is a sign that
reads, "NO KISSING."

Rocky goes to his locker. He tries to open it but fails.
He leans his ear against the lock and rolls the tumblers.
Still it does not open. He shakes the lock forcefully, no
luck... Rocky is flustered and sits on a bench to ponder the
situation.

After a moment of deep thought, Rocky stands, seizes the
bench and smashes open the lock. Opening the door Rocky is
taken aback when he sees a set of very flashy clothes.

ROCKY
(mumbling)
... These ain't my clothes.

14.

He sees a picture of several black girls taped on the inside
of the door.

ROCKY
(continuing)
... These ain't my pictures.

A short powerful man of thirty-five enters. His hair looks
like it has been shaped with hedge clippers. His name is
MIKE.

ROCKY
Yo, Mike -- What's happenin'
here?

MIKE
It ain't your locker no more.

ROCKY
Whatta ya talkin' about it
ain't my locker no more?

MIKE
Listen, I'm with you -- But ya
gotta talk to Mickey -- I put
ya stuff in the bag over there.

Rocky looks at his belongings crammed in a wilted shopping
bag and follows Mike across the room... Mike leans his head
into the shower room. Two Latin fighters are lathering up.

A short while later Rocky arrives at Andy's Bar... He throws
the Colonel Sanders bag and bones in a large public litter
can. The trash can has a bicentennial picture of George
Washington pointing at a pile of garbage. The caption
reads, "There was no litter at Valley Forge!"

20.

INT. ANDY'S BAR - NIGHT

Rocky enters the bar. He sits the Drunk in a booth...
Several drinkers wave at him. OLD ANDY sets a mug of beer
in front of him... Rocky seems to be looking for someone.

ROCKY
Catch pneumonia out there --
Seen Paulie?

Andy casually nods towards the men's room.

Rocky traverses the room and passes TWO DRUNKS leaning on
the bar.

INT. ANDY'S RESTROOM - NIGHT

Rocky enters the restroom... It is a vile stench hole with
years of the remnants of many sick drunks caked on the wall.

PAULIE is presently trying to comb his hair in the only
remaining piece of mirror in the room... Paulie is in his
early thirties. He is medium height. Brown hair. Square
shouldered. He has a foul personality... A classic
misanthrope.

ROCKY
Yo, Paulie.

PAULIE
(very drunk)
Yo, Rocky -- Look at this
mirror. I'd like to kill the
friggin' moron who broke this
mirror.

ROCKY
Yo, Paulie.

PAULIE
What?

ROCKY
Your sister's givin' me the
shoulder.

PAULIE
Forget her. You could do
better than my sister.

ROCKY
Every mornin', every night I
pass by -- I smile.
(MORE)

21.

ROCKY (CONT'D)
I say jokes. Nothin'. She
looks at me.

PAULIE
(annoyed)
Looks, huh?

ROCKY
Yeah, like I was a plate of
leftovers -- Somethin' wrong
with my face -- Whatta I need,
a Caddy to connect with ya
sister?

PAULIE
My sister's a friggin' loser.

ROCKY
Hey --

PAULIE
Sometimes she gets me so
crazy, I'd like to split her
head with a razor.

ROCKY
Don't get mental, man.

PAULIE
Ya caught me in a bad mood.

ROCKY
Ya always in a bad mood --

PAULIE
... Adrian ain't sharp.

The restroom stench is overwhelming... Rocky covers his nose
with the neckline of his t-shirt.

Paulie smiles and Rocky guides him to a booth... Rocky steps
to the bar. Andy leans over to him.

ANDY
That was alotta crap to go
through for a dinner invite.

Rocky shakes his head no and raises his eyes towards a
suspended television... the nightly sports broadcast is on.
The SPORTS COMMENTATOR is at the airport and about to
interview the heavyweight champion of the world, APOLLO
CREED. Creed is twenty-eight years old. He is a tall,
smooth-muscled Black with barely a scar on his light coffee-
colored face...

23.

He is followed by an entourage of mixed trainers and
cornermen. Also tagging alone is a small group of hangers-on.

The Commentator interviews Creed as he and his followers
disembark a private jet.

COMMENTATOR
How was the flight, Champ?

APOLLO
Very high an' very fast.

Apollo's crowd smiles almost automatically at everything he
says.

COMMENTATOR
Apollo, how would you rate
this last British challenger,
Henry Wilcoxson?

APOLLO
He was big, an' very nasty so
I destroyed him in a hurry --
Now I'm gettin' ready for Mac
Lee Green next month.

COMMENTATOR
You're referring to the much
publicized bicentennial fight?

APOLLO
That's right -- It's gonna be
the greatest sportin' event in
this country's history -- A
gala occurrence!

COMMENTATOR
Still to be held in
Philadelphia?

APOLLO
The Bicentennial Heavyweight
Championship of the World is
gonna be held in the only
place it can be held --
Philadelphia! -- the nation's
cradle -- January First -- the
first major event of our two
hundredth year.

COMMENTATOR
Where're you off to now?

Apollo draws his wife close.

24.

APOLLO
Me an' my wife are goin' home
'cause we miss our children
an' can't go no more time
without seein' them.

COMMENTATOR
Any quick advice for young
boxing hopefuls?

APOLLO
(looks straight
into the camera)
... Stay in school an' use
your brains, dig -- Be a
lawyer, be a doctor, carry a
leather briefcase an' forget
about sports!! Sports can
only make ya grunt an' smell --
Be a thinker not a stinker!!

Apollo's entourage laughs and they move on... The Commentator
faces the camera.

The sports show cuts away, but Rocky continues to look at
the television with a pensive stare... Andy has been speaking
the following dialogue over Apollo's broadcast.

ANDY
Nobody cares what's happenin'
in the world of sports
nomore -- Downhill. Baseball,
downhill -- Basketball,
downhill. Football's goin',
too. Bank on it. Baseball
use to be America's best
sport... Sure -- Nuttin' like
squattin' through a great
double header, but now
baseball's all business.

The news report with Apollo ends. Andy drinks.

ANDY
(continuing)
Where are the real fighters?
The pros. Today we jig clowns.

25.

ROCKY
Clown.

ANDY
Yeah.

ROCKY
He took his best shot an'
became champ -- What shot did
you ever take?

ANDY
Yo, Rock, you ain't happy with
yourself? Fine. But me, I
gotta business here -- I don't
need to take no shot.

Becoming despondent, Rocky rises and crosses to Paulie
slumped unconscious in the booth.

Rocky exits the bar... Andy turns to his customers.

ANDY
(continuing; boldly)
Take a shot, he says! -- Sure,
I'll take a shot!

Laughing, Andy pours himself a shot.

EXT. ATOMIC HOAGIE SHOP - NIGHT

Rocky passes an all-night sandwich shop... In the window
hangs the sign "ATOMIC HOAGIE SHOP, INC." Out front are
several YOUNG MEN and WOMEN. They are much too young to be
out so late... A boy with a badly-chipped tooth beckons to
Rocky.

The girl, MARIE, assumes an indifferent attitude, attempting
to impress her friends.

MARIE
... Screw you.

ROCKY
(awed)
What'd you say?

MARIE
... Screw you, yoyo.

The gang laughs. Angered and shocked, Rocky grabs her arm.

ROCKY
Did these guys teach you to
talk dirty? Huh?

27.

MARIE
Hey --

ROCKY
What?

MARIE
Stuff it, man!

ROCKY
(shakes her)
Don't you never say that --
(to the gang)
-- You guys talk like that in
front of a little girl -- You
guys are scum.

CHIPPED TOOTH
This is our place, dig!

The gang reluctantly backs up a step.

ROCKY
Don't ya never come round this
girl -- Go home.

YOUNG MAN #2
This is our corner, man! You
go, chump!

Rocky moves forward and they scatter... They quickly move off.

CHIPPED TOOTH
(backpedaling)
We'll kill you, man -- We
gotta gun.

ROCKY
Pull heat on me? -- I'll dent
ya face!

Rocky leads the girl away.

EXT. STREET - NIGHT

Rocky is walking the young girl home... They are presently
cutting through a dark public school yard. They pass
through the beams of light cast off by weak flood lights
located at the top of the school building. The atmosphere
is somewhat eerie.

28.

ROCKY
How come ya wanna hang out
with those guys? They teach
ya bad things.

MARIE
I like 'em. If you don't you
can f--

ROCKY
Hey! When I was your age,
there was only one girl who
talked like that in the whole
neighborhood.

MARIE
(bored)
... Yeah.

She attempts to light a cigarette... Rocky nonchalantly
tosses it to the ground.

ROCKY
Make your teeth yella --

MARIE
I like yella teeth.

ROCKY
Makes your breath like garbage.

MARIE
Maybe I like garbage.

Rocky and Marie take a shortcut through a dark school yard.

ROCKY
Nobody likes garbage --
Anyway, this girl with the
dirty mouth wasn't bad lookin',
but the guys wouldn't take her
out for any serious datin'.

MARIE
Why?

ROCKY
'Cause that's the way guys
are -- They laugh when ya talk
dirty. They think ya cute for
a while, but then ya getta
reputation an' watch out.
(MORE)

29.

ROCKY (CONT'D)
Nobody's ever gonna take ya
serious. Ya get no respect...
I gotta use a bad word --
Whore. You'll end up maybe
becomin' a whore.

MARIE
C'mon, Rocky. I'm twelve.

ROCKY
That doesn't matter -- You
don't really have to be a
whore, just act like one an'
that's it.

MARIE
What?

ROCKY
Yo, a bad reputation -- Twenty
years from now people will say
'D'you remember Marie?' 'No,
who was she?' 'She was that
little whore who hung out at
the Atomic Hoagie Shop.' 'Oh,
now I remember!'... See, they
don't remember you, they
remember the rep.

Rocky and Marie exit the dark school yard... Standing in the
shadows of the building are three young mers. The light
from their cigarettes flares red in their faces.

The mers pace Rocky across the street and follow them
down the block... Rocky sees them and stops and faces the
three. The mers pause and study Rocky from a distance of
twenty yards. Rocky gives a loud boxer's snort, wipes his
nose with the side of his thumb and rolls his shoulders...
The mers are intimidated and slowly peel off the meander
away.

Rocky turns to Marie who has been standing behind him.

ROCKY
(points down
the block)
... That's your house, ain't it?

Marie nods.

ROCKY
(continuing)
Listen, I hope ya don't --

30.

MARIE
I won't.

ROCKY
What was I gonna say?

MARIE
Ya hope I don't keep acting
like a whore or I'll turn into
one, right?

ROCKY
Ya, somethin' like that.

They exchange smiles and Marie moves away. Rocky has made
an impact on her life.

MARIE
Goodnight, Rocky.

ROCKY
'Night, Marie.

She takes a few more steps and pauses again.

MARIE
... Fuck you, Creepo!!!

The girl runs to her house as Rocky looks on in dismay.

ROCKY
(walks off)
... Yeah, who're you to give
advice, Creepo.

INT. JERGENS' OFFICE - DAY

APOLLO CREED and his LAWYER and TRAINER are seated in the
offices of MILES JERGENS. Jergens, a successful promoter
looks unhappy as he looks into the scowling face of Apollo
Creed.

LAWYER
Are the doctor's reports
confirmed?

JERGENS
Definitely --
(reading)
-- It says here, Mac Lee Green
has suffered a seriously
cracked third metacarpal in
his left hand.

31.

APOLLO
Damn.

JERGENS
I suppose we could cancel the
fight indefinitely if you are
set on fighting Green.

TRAINER
It ain't just Green, what
about the time Apollo's
invested --

JERGENS
I believe we can find a
solution.

APOLLO
Solution, nothin' -- What
about the Bicentennial fight.

LAWYER
Jergens, don't play games with
my client! Apollo has already
done nearly a million dollars
worth of publicity --

TRAINER
Ten million's worth!

LAWYER
-- And has made contractual
obligations with over twenty
different organizations -- He
doesn't want to be embarrassed.

APOLLO
You best find me another
ranked contender an' I mean in
a flash, man!

JERGENS
(holding up
some notes)
I contacted Ernie Roman's
manager, he's fighting in
France the same week.

APOLLO
Then gimme Buddy Shaw -- He's
ranked fifth.

32.

JERGENS
Shaw's fighting in South
America -- Why not postpone
the bout until July Fourth?

LAWYER
Hell with Fourth of July, man!
Ten thousand things'll be
goin' down on the Fourth of
July! -- Apollo wants to be
first!

JERGENS
That may not be possible, Jimmy.

TRAINER
This man here is the Star,
dig -- Don't cause him to
breathe heavy -- Now what
'bout that sucker, Billy Dukes?

JERGENS
Went to California and gained
fifty pounds -- and I called
every worthwhile contender,
but they say five weeks isn't
enough time to get in shape.

Apollo stands beneath a new fight poster and points to it.

APOLLO
Shape, nothin' -- They're
afraid. They know everybody
in the world's gonna see this
fight an' none of them gotta
prayer of beating me so
they're makin' excuses so they
don't have to be the chump
that's gonna be whipped in
front of the whole civilized
world!!

JERGENS
Apollo, I'm sure there's a way
to salvage this.

TRAINER
Nobody wants to be dissected
on the country's birthday.

33.

JERGENS
All I can counter with is that
I'm a goddamn good promoter --
I've promoted in every country
in the world -- and I've tried
to the best of my abilities.
Perhaps you're right, and no
one wants to be beat on the
country's birthday... I don't
know what else to say --

APOLLO
I do -- Maybe what this fight
needs is something new -- a
novelty.

TRAINER
You's the novelty, Champ!

APOLLO
Give my main man a raise!!

Everyone laughs.

APOLLO
(continuing)
Now here's what's goin' down.
Listen, 'cause I'm gonna say
this but one time. On January
first, the first day of the
Bicentennial I'm gonna fight
me a local poor underdog, dig?
A snow-white underdog. An'
I'm gonna put his face on this
poster with me, hear? An'
I'll tell you why, 'cause I'm
sentimental -- An' all the
people in the country all
sentimental, man, an' they'd
like nothin' better than me,
Apollo Creed, to let some
unknown get a shot at the
greatest title in the world on
this country's biggest birthday.
Now that's the way I see it
an' that's the way I want it!!

JERGENS
... It's very American.

APOLLO
No, man, it's very smart.

34.

EXT. STREET - DAY

Late that afternoon Mr. Gazzo's white 1970 Cadillac pulls up
to Rocky's apartment... Rocky is in the back seat with the
loan shark. Gazzo's bodyguard is driving.

Gazzo flips through a small black notepad.

ROCKY
Next Wednesday I grab a grand
from Snyder. An' Thursday two
yards from Cappoli, okay?

APOLLO
Don't matter -- That name.
'The Italian Stallion,' it's
right on.
(laughs)
Who discovered America? An
Italian, right? So, man, what
could be better than to get it
on with one of his ancestors --

TRAINER
He won't last one round.

37.

APOLLO
Listen, I gonna carry this boy
three rounds, then drop 'im
like a bad habit.

TRAINER
I don't like you messin' with
southpaws -- They do everything
wrong.

Rocky and Paulie walk towards his house... Even though it is
cold and dark, a group of kids conduct an energetic game of
half-ball. (Half-ball is a variation of stick-ball.)

ROCKY
(mimes throwing)
I usta be deadly at half-ball.

PAULIE
I hate the friggin' game...
I'd like to talk some business.

ROCKY
What kinda business?

PAULIE
Look at my hands -- See how
the joints are swollen.

Paulie extends his thick hands and tries to make a fist.

PAULIE
(continuing)
Inflamed joints -- Walkin' in
an' out of a freezer carryin'
meat plays hell on the joints.

ROCKY
Maybe ya should see a doctor.

38.

PAULIE
I don't need a doctor, I need
a different job.

ROCKY
Maybe another job is the best
thing.

PAULIE
Do me a favor -- Talk to Gazzo.
Tell him I'm a friend an'
would do a good job... Tell
him I ain't bothered by
nothin' an' would be a great
collector... Bustin' bones
don't bother me -- Tell him
I'm a good worker.

ROCKY
Gazzo's gotta come to you.

PAULIE
I'm askin' ya to go to him --
As a favor.

ROCKY
Gazzo's gotta come to you --
Hey, Paulie, it's a bad job --
Do what you do now.

EXT. ATOMIC HOAGIE SHOP - DUSK

They continue past the Atomic Hoagie Shoppe, Inc... A group
of young men pitch quarters on the sidewalk out front.

Rocky pauses... He sees Marie, the little girl from the
night before, hanging around with the guys. She sees Rocky.

Marie takes a deep drag on her cigarette and faces the
opposite direction... The gang smiles and continues to pitch
quarters.

Anger and disappointment register across Rocky's face.

PAULIE
You know her?

Rocky shrugs and the two men move off... Filling the night
air is the METALLIC SOUND of pitching QUARTERS.

EXT. PAULIE'S APARTMENT - NIGHT

The men arrive at Paulie's home. It is at the top of a
dimly-lit four story walk-up.

39.

ROCKY
Ya sister knows I'm comin'?

PAULIE
Yeah, sure -- She's very
excited.

INT. PAULIE'S APARTMENT - NIGHT

Paulie unlocks the apartment door and enters... Rocky
stiffly follows. Paulie's sister steps out of the kitchen.
A large serving spoon is in her hand... The TV is on.

She stops short and eyes Rocky... She is visibly unsettled
by Rocky's unexpected presence.

ADRIAN
(weakly)
Paulie, you're late.

She looks at Rocky again.

PAULIE
Did you call the hospital?
(to Rocky)
If I'm ten minutes late, she
calls the hospital.

Adrian enters the bedroom and slams the door... Paulie
follows. An argument ensues and Rocky overhears.

OVER the argument is HEARD a SPORTS BROADCAST rising from
the TELEVISION.

COMMENTATOR (V.O.)
... Unfortunate luck for
fifth-ranked heavyweight, Mac
Lee Green. The sling
fighter acquired a serious
fracture in his left hand
after an aggressive day of
sparring -- Champion Apollo
Creed says he'll be 'shopping
for another victim,' to fill
Green's vacancy for the
Bicentennial Championship
Fight to be held in Philly
next month... By the way,
rumor has it that this will be
the most widely-viewed sporting
event in the entire world --
and that includes the Super
Bowl, folks... Today U.S.
swimmers set a new...

40.

Meanwhile, the argument between brother and sister continues
in the bedroom.

ADRIAN
... Paulie, why didn't you
tell me you were bringing him
home?! Look at me, I'm not
ready for this.

PAULIE
Like it would make a difference
if you were, right? This
guy's a friend and now he's
takin' ya out.

Paulie turns and leaves the bedroom... He enters the kitchen.
Grabbing a large fork, he opens the oven and spears the
turkey... With the turkey suspended on the end of the fork,
Paulie heaves the dripping bird out the window.

41.

Adrian has seen this and is shattered. She runs back into
the bedroom and locks the door.

ROCKY
Ah, Adrian, I know ya ain't
too happy at this moment, but
would ya do me a favor -- I
ain't got nobody to spend
Thanksgivin' with -- How 'bout
you an' me goin' out -- Get
somethin' to eat, maybe laugh
a little, who knows... Would
ya like, I dunno, go out
together?

ROCKY
Listen, I gotta problem. This
girl ain't feelin' well,
y'know -- The doctor says she
should exercise, y'know once
in awhile an' ice skatin' is
the best thing --

CLEANER
This a con?

ROCKY
Look at her, ya can see she
ain't feelin' good -- needs a
few minutes exercise --

CLEANER
Few minutes?

ROCKY
... Ten minutes.

CLEANER
Ten minutes for ten dollars.

ROCKY
... Yeah, give 'er the Blades.

INT. ICE SKATING RINK - NIGHT

Adrian has on skates. Rocky follows her onto the ice. He
wears street shoes.

44.

ADRIAN
... Aren't you skating?

ROCKY
Ain't skated since I was
fifteen -- That's when I
started fightin' -- gotta
watch the ankles. Yeah,
fightin' use to be tops with
me, but no more. All I wanted
to prove was I weren't no
bum -- That I had the stuff to
make a good pro.

ADRIAN
And you never got the chance?

The Cleaner yells from the sideline.

CLEANER
Nine minutes!

ROCKY
Hey, I ain't cryin'... I still
fight. Kinda do it like a
hobby. See I'm a natural
southpaw an' most pugs won't
fight a southpaw 'cause we
mess up their timin' an' look
awkward -- Southpaw means
lefthanded... But I guess in
the long run things probably
worked out for the best, right?

ADRIAN
But you never had a chance to
prove yourself.

ROCKY
Absolutely.

CLEANER
Eight minutes!

Adrian slips and Rocky breaks her fall.

ROCKY
I just dislocated my finger.

ADRIAN
Ohh!

CLEANER
Seven minutes!

45.

ROCKY
It ain't your fault -- I
originally done it in the Baby
Crenshaw fight.
(opens his wallet)
That's me fightin' Big Baby
Crenshaw -- Big Baby was the
size of an airplane an' I
broke my hands on his head --
I lost, but it's a nice
picture, don't ya think?

CLEANER
Six!

ROCKY
How 'bout some Cokes?

CLEANER
Cost ya a buck.

ROCKY
This guy is beautiful -- get
the Cokes.

Adrian does a slight turn and Rocky has to speed up and
nearly falls.

ROCKY
(continuing)
See, I ain't graceful,
y'know -- I don't move good --
Stink as a dancer too -- But I
can really swat, I hit hard, real hard, but I'm a southpaw
an' nobody wants to fight a
southpaw! -- Havin' a good time?

Adrian nods and is very nervous... The Cleaner moves
carefully across the ice.

ROCKY
(continuing)
Y'know how I got started in
the fight racket?

ADRIAN
By accident?

CLEANER
Here -- Three minutes.

46.

ROCKY
Yeah -- My ol' man who was
never the sharpest told me --
I weren't born with much brain
so I better use my body.

For the first time, Adrian laughs.

ROCKY
(continuing)
What's funny?

ADRIAN
My mother told me just the
opposite. She said, 'You
weren't born with much of a
body so you'd better develop
your brain.'

CLEANER
Time!

The Cleaner walks over as Rocky and Adrian get off the ice.

CLEANER
(continuing)
That's ten bucks.

ROCKY
I must be goin' deaf 'cause I
thought ya said, 'ten cents.'

Rocky hands him a dime.

CLEANER
(weakly)
... How 'bout for the Cokes?

ROCKY
Charge it.

Rocky and Adrian start to leave. Rocky pauses at the door
and fishes into his pocket and hands over eleven dollars.

ROCKY
(continuing)
Had ya goin', didn't I, huh?

He grins and leaves.

47.

EXT. STREET - NIGHT

ROCKY
Some people are very shy by
nature.

ADRIAN
... I suppose.

ROCKY
I would say you're very shy bu
nature.

ADRIAN
... I suppose.

ROCKY
Some people think bein' shy is
a disease, but it don't bother
me.

ADRIAN
... It is just hard for me to
understand why anybody wants
to be a fighter.

ROCKY
Ya gotta be a little soft to
wanna be a pug... It's a
racket where ya' almost
guaranteed to end up a bum.

ADRIAN
I don't think you're a bum.

ROCKY
... I'm at least half a bum.
Yeah, fightin' is a crazy
racket. The roughest part is
the mornin' after.

ADRIAN
Morning after?

48.

ROCKY
After a rough fight, ya'
nothin' but a large wound.
Sometimes I feel like callin'
a taxi to drive me from my bed
to the bathroom... Ya' eyes
hurt, ya' ears hurt, ya' hair
even hurts... But the thing
I'm proud of is I been in over
sixty fights an' never had a
busted nose -- Bent an'
twisted an' bitten but never
broke... That's rare.

ADRIAN
Why do you do it if it hurts
so bad?

ROCKY
... Guess.

ADRIAN
(pause)
'Cause you can't sing or dance?

Rocky smiles.

INT. ROCKY'S APARTMENT - NIGHT

Rocky and Adrian enter his one-room apartment... She is
nervous and taken aback by the bleakness of the room...
Rocky goes to the icebox.

ROCKY
Would ya like a glass of water?

ADRIAN
... No thanks.

Adrian looks at the mirror above Rocky's dresser. She sees
a high school photo of Rocky. He once was handsome and
smooth-faced... Rocky steps up behind her and his face is
reflected in the mirror.

He turns on his cheap RECORD PLAYER... He reaches into the
turtle bowl.

ROCKY
Here's the guys I was tellin'
ya about -- This is Cuff an'
Link.

ADRIAN
I sold them to you.

49.

ROCKY
(very embarrassed)
... Oh, yeah, I bought the
whole kit -- Yeah, ya sold me
the turtles, the bowl, an' the
mountain -- I had to get rid
of the mountain 'cause they
kept fallin' off.

ADRIAN
Do you have a phone?

ROCKY
I had it pulled. People
callin' all the time. Who
needs it -- Who'd you wanna
call?

ROCKY
Absolutely -- Sparrin' with
the Champ would be an honor --
y'know what?

JERGENS
What?

ROCKY
I wouldn't take no cheap shots.
I'd be a good sparrin' partner.

55.

Jergens seems very amused. He lights a cigar.

JERGENS
Rocky, would you be interested
in fighting Apollo Creed for
the Championship?

ROCKY
... Like I said, I'd make a
boss sparrin' mate.

JERGENS
Did you hear what I said?

ROCKY
Sure, an' I'm smart enough to
know that no sparrin' partner
should take cheap shots at the
Champ. He's just there to
help condition the man.

JERGENS
Not spar, I'm asking whether
you would be interested in
fighting Creed for the
championship.

The weight of the statement comes crashing down in Rocky.
For a long moment he becomes nothing more than a basket case
as he ponders the statement... He half regains his senses.

ROCKY
... Ah... Absolutely.

The SCENE FADES and becomes a black and white television.

INT. PAULIE'S APARTMENT - NIGHT

Rocky and Adrian are at her home watching an old black and
white television... Rocky smiles... The film now cuts to
Apollo being interviewed.

REPORTER #1
How'd you like the 'City of
Brotherly Love?'

APOLLO
I like my Philadelphia Brothers.
An' I'm patriotic!

Apollo has to move to the side to avoid a thrusting
microphone.

56.

APOLLO
(continuing;
mock seriousness)
If yo' don't back up I'm gonna
send yo' home with a microphone
in yo' nose!

The Reporters laugh.

REPORTER #2
Why did you agree to fight a
man who has virtually no
chance of winning?

APOLLO
If history proves one thing,
everybody gotta chance --
Didn't yo' all ever hear of
David an' Goliath? -- 'Course
I woulda knocked out Goliath.

REPORTER #3
It is a coincidence that
you're fighting a white man on
the most celebrated day in the
country's history?

APOLLO
The same coincidence that he's
fightin' a black man.

REPORTER #1
What're your feelings about
the challenger?

APOLLO
He's Italian.

REPORTER #1
What does that mean?

APOLLO
It means if he can't fight, I
bet he can cook!

Rocky and Adrian laugh at the interview... Paulie, her
brother, takes offense.

PAULIE
Do me a favor -- His lungs,
punch 'em out.

ADRIAN
Paul.

57.

Rocky's interview now fills the screen. Rocky squints and
looks nervous under the hot lights.

REPORTER #2
This is your largest payday
ever -- How do you feel about
it?

ROCKY
Feel? I dunno... Happy.

REPORTER #2
How will you fight Apollo Creed?

ROCKY
(mind elsewhere)
Creed's great, ain't he...
I'll do what I can.

REPORTER #1
Where did you get the name,
'Italian Stallion?'

ROCKY
I thought of it 'bout eight
years ago, when I was eatin'
dinner.

REPORTER #2
Is it true the most you've
ever made in a prizefight is
five hundred dollars?

ROCKY
Four hundred -- But that was a
long time ago.

REPORTER #2
And now your payday will be
one hundred and fifty thousand
dollars. Any comment?

ROCKY
Listen, I wanna say hi to my
girlfriend -- Yo, Adrian!

Adrian blushes and laughs.

ADRIAN
Oh, Rocky!

PAULIE
(dry)
Christ.

58.

ADRIAN
You didn't!

ROCKY
Sure I did. You heard.

They continue to watch the remainder of the interview... The
head COMMENTATOR is looking directly into the camera.

COMMENTATOR
A Bicentennial Fight --
January first. It will be the
first sporting event on our
two hundredth birthday and is
already being called by many
the greatest farce in sports
history. If this man lasts
more than a minute I would say
he's on borrowed time.
(sarcastically)
It's matches like this with
their exorbitant prices that
give sports a bad name -- Not
only is this match bad,
people, it's sad! Why a Rocky
Balboa? At the State Athletic
Commission, Larry Dan
reporting.

GAZZO
Listen, kid, I'm with ya. Ya
know, I'm with ya -- Italian,
we're blood. You kill this
rug -- We Guinneas gotta show
these Afro-Americans where
it's at. Give it your best
shot cause I want ya to prove
to these bums on the corner
that my man can't be beat by
this rug... Ya got any action
on the side.

GAZZO
Same thing. Ya know, Rock,
remember when we was kids, we
fought together. An' I wasn't
well an' ya had to beat up
that Irish kid -- what's his
name? -- Gallager -- I bought
a suit and became a businessman.
You put on gloves. An' I
remember Mama almost cried,
may she rest in peace -- an'
our ol' man who said ya had no
brains -- I'd like to lay
hands on that bastard. You
ain't never had any luck.
Even when I owned you in '66
you never had luck. But now I
think you might be gettin'
some luck kid. Whatta you
think?

Rocky smiles and Gazzo gets into his car. Rocky follows him
across the street.

By the manner in which Goldmill listens, it is obvious
something important is preying on his mind.

Rocky is slightly uncomfortable, almost embarrassed at
having outsiders see how he lives.

MICKEY
Listen, Rock, you're a very
lucky guy.

ROCKY
Yeah.

64.

MICKEY
What's happened is freak luck.

ROCKY
Freak luck for sure.

MICKEY
Look at all them other fighters.
Real good boys. Good records.
Colorful. Fight their hearts
out for peanuts -- But who
cared? Nobody. They got it
shoved in their back door.
Nobody ever give them a shot
at the title...

ROCKY
(uneasy)
Freak luck is a strange thing.

Mickey does not hear. His attention is drawn to the turtles.

MICKEY
Whatta' those?

ROCKY
Turtles -- domestic turtles.

MICKEY
(businesslike)
I'm here tellin' ya to be very
smart with this shot. Like
the Bible sez, ya don't get no
second chance.

Mickey looks hard into Rocky's eyes.

MICKEY
(continuing)
Ya need a manager. An advisor.
I been in the racket fifty
years. I done it all, there
ain't nothin' about the world
of pugilism that ain't livin'
up here.

He lights a half-smoked cigar.

ROCKY
(at a loss)
Fifty years, huh.

65.

MICKEY
(stronger)
Fifty years. The rep is known
around Philly, an' a good rep
can't be bought, but I don't
have to tell you that.

ROCKY
How 'bout a glass of water?

MICKEY
Rocky, d'ya know what I done?

ROCKY
(uneasy)
... What?

MICKEY
(driving each
word hard)
I done it all. I've done an'
seen everything'. Believe
what I'm tellin' ya -- Ya
shoulda seen the night in
Brooklyn, I smacked 'Ginny'
Russo outta the ring, September
14, 1923 -- same night Firpo
knocked Dempsey outta the ring.
But who got the Press? He did.
He had a manager -- September
14, 1923.

ROCKY
(softly)
Ya got a good mind for dates.

Mickey deafly continues, becoming more engrossed every second.

MICKEY
Look at this face -- twenty-
one stitches over the left
eye, thirty-four over the
right -- my nose was busted
seventeen times, the last
being the Sailor Mike fight
New Year's Eve, 1940, in
Camden, New Jersey -- What a
professional pastin' I give
him. Here, read about it.
(MORE)

Mickey has rung the bell. Nothing could please Rocky more
than being compared to his idol.

ROCKY
Really think so?

MICKEY
Ya got heart.

ROCKY
Heart, but I ain't got no
Tocker.

Rocky shifts against the wall and lowers himself into a
crouch.

MICKEY
Christ, I know this business.
Rocky, when I was fightin' it
was the dirtiest racket goin',
see. Pugs like me was treated
like fightin' dogs -- throw ya
in the pit an' for ten bucks
ya try to kill each other. We
had no management...
(MORE)

67.

MICKEY (CONT'D)
fought in boxcars, in
whorehouse basements, any
joint with a floor -- October
1931 I fought a bum who put a
tack in the thumb of his glove
an' punched so many holes in
my face I had spit shootin'
outta my cheeks -- I never had
no manager watchin' out for
me -- See that picture outside
the gym -- 'Mighty Mick,'
that's me in my prime. I had
all the tools. I coulda
starched any lightweight husky
on the East Coast -- But I had
no management. Nobody ever
got to know how slick I was,
but I had a head for business
an' stashed a few bucks an'
opened the gym -- It's a dirt
hole, I know it, but that an'
a lotta scars is what I got to
show for fifty years in the
business, kid -- now you come
along with this shot an' I
feel like it's me gettin' the
shot I never got... Yeah, we
was treated like dogs -- like
them Dago's, no offense, in
the Colosseum in Rome there --
An' now I got all this
knowledge, I wanna give it to
ya so I can protect ya an'
make sure ya get the best deal
ya can!

Rocky rises and opens a window.

MICKEY
(continuing)
Respect, I always dished ya
respect.

ROCKY
... Ya gave Dipper my locker.

MICKEY
(almost begging)
I'm sorry, I -- I made a
mistake. Kid, I'm askin' man
to man. I wanna be ya manager.

68.

ROCKY
The fight's set -- I don't
need a manager.

MICKEY
Look, you can't buy what I
know. Ya can't. I've seen it
all! I got pain an' I got
experience.

ROCKY
I got pain an' experience too.

MICKEY
Please, kid.

ROCKY
(tightly)
Whatever I got, I always got
on the slide. This shot's no
different. I didn't earn
nothin' -- I got it on the
slide... I needed ya help
about ten years ago when I was
startin', but ya never helped
me none.

Mickey drops the ashtray and kneels to pick it up... He
remains on one knee.

MICKEY
If ya was wantin' my help, why
didn't ya ask? Just ask.

ROCKY
I asked, but ya never helped
nothin'! -- Like the Bible
sez, ya don't get no second
chance.

MICKEY
(yells)
Rocky, I'm seventy-six years
old. Maybe you can be the
winner I never was -- your
shot is my last shot!

Rocky is choked and goes into the bathroom and closes the
door.

Mickey strles to his feet and, like a beaten man, leaves.

Several moments later Rocky steps out and lowers himself
into bed. Springing up a second later, he runs outside.

69.

EXT. STREET OF ROCKY'S APARTMENT - NIGHT

Rocky races up the block toward the shadowy and hunched form
of Mickey. Way in the distance, we SEE Rocky stop the old
man beneath a street lamp. He places an arm around his
shoulder.

INT. ROCKY'S APARTMENT - PRE-DAWN

The following morning, Rocky's ALARM CLOCK GOES OFF at
exactly four A.M. Not accustomed to rising this early, with
great difficulty Rocky staggers to his feet and wavers to
the bathroom. He turns the light on and roaches scatter.

At the top of the mirror hang the telegrams. Rocky fills
the basin and submerges his face in cold water.

Rocky sways to the icebox and removes a dozen eggs. He
cracks five raw eggs into a glass and downs it in one
swill... his body quivers.

EXT. STREET OF ROCKY'S APARTMENT - PRE-DAWN

Rocky steps outside. He is dressed in a well-worn sweat
suit with a hood, gloves and sneakers. It is pitch dark and
his steaming breath attests to the cold.

He begins running down the center of the deserted street.
He can only be clearly SEEN as his form passes beneath the
street lamps.

Two garbage men stop hoisting cans to watch him pass.

EXT. ART MUSEUM STAIRS - DAWN

Rocky stands at the base of an overwhelmingly steep flight
of stairs. He stares up at the stairs that nearly disappear
into the morning gray. Taking a deep breath, he starts up.
From the start, he looks out of shape and halfway up his
legs give way. Standing, he brushes off and descends the
stairs.

EXT. CITY HALL - DAWN

Rocky passes City Hall and veers to the river. He pauses,
heaving great gusts of exhausted breaths. He throws several
lazy jabs in the air and walks awhile with hands on his
aching sides. Men delivering the morning papers observe
with amusement.

PAULIE
Rock'll be comin' by every
mornin' to pick up some
Prime -- can't train on that
store crap.

Rocky smiles and Paulie leads him out of the office and to
the large metal door of a walk-in refrigerator.

INT. FREEZER - DAY

They enter. The freezer resembles a modern torture chamber...
row after row of hanging slabs of beef stretch into the
darkness to the far end of the refrigerator. The blower
overhead causes the men to speak loudly.

PAULIE
(teasing)
If ya don't pay Gazzo, ya end
up hangin' on the hook, right?

ROCKY
Gazzo's a good man.

PAULIE
How 'bout you talk to 'em
about me?
(tightly)
Please do me that favor.

ROCKY
Keep this job, ya eat better.

Paulie opens a jackknife and idly jabs the hanging meat. He
swills whiskey from a pint bottle.

Paulie reddens. He steps forward and slams his fists in a
hanging beef.

73.

The punching of the beef is a muted challenge and Rocky
responds.

Rocky walks up to a beef and slams his fist into the ribs.

The grotesque object swings in a wide arc like a hanging
corpse. Rocky moves to the next one and hooks.

Rocky's face reveals a never before seen concentration, as
though he were locked in total battle.

PAULIE
Hit the rump. The rump!
Ya'll break the ribs!

Rocky speeds up and continues pounding on the second row of
beef. Paulie's eyes widen and his face grimaces with every
punch, like he were receiving it. Rocky moves into the dark
recess of the refrigerator. Only the dull SOUNDS of his
POUNDING FISTS can be HEARD.

Rocky works his way to Paulie again. Every hanging beef
swings and appears surrealistically alive.

PAULIE
(continuing)
We do that to Creed an'
they'll take us to jail for
murder.

Rocky looks at his hands. They are drenched in red up to
the elbows with beef blood.

MICKEY
Forget the footwork -- You're
off balance. The legs are
sticking everywhere. Marciano
had the same problem, an' the
string cured it. When you can
hit and move without breakin'
the string you'll have balance.

MICKEY
(continuing)
Autographs! Ya wanna be a
writer or a fighter? Let's
work.

Mike looks off across the gym.

MIKE
... we got visitors.

Mickey strains his eyes to see a group of REPORTERS and NEWS
CAMERAMEN entering his gym.

MICKEY
(approaching)
Can I help you guys?

REPORTER
(to Cameraman)
Set the camera up over there.
(to Mickey)
We're from Channel Seven --
Covering the pre-fight training.

MICKEY
I own the place.

The Reporter has a hundred things on his mind... he turns
from Mickey and nods to his crew... the other television
crews rush to set up.

CAMERAMAN
Rolling here.

SOUND MAN
Speed here.

REPORTER
(to the camera)
We're here at Goldmill's
Gym -- A Philadelphia landmark
of sorts since 1929 -- The
stench of toil permeates every
corner. The sweat a trademark
of a unique profession... Yet,
the most unique fixture is an
unprecedented 50 to 1 underdog
heavyweight named, Rocky Balboa.

The camera turns to Rocky.

76.

ROCKY
(to Mickey)
Should I do this?

Mickey nods and Rocky faces the glaring lights.

REPORTER
So much has happened lately --
Has it changed your life style
much?

ROCKY
... People talk to me more.

REPORTER
How're you preparing for this
Bicentennial bout?

A young punchy fighter yells out:

FIGHTER
Readin' fuckin' history books,
man!

The gym explodes with laughter.

REPORTER
(flushed)
We can cut that out later.
Apollo Creed says he'll let
you stay three rounds before
he puts you away.

ROCKY
(honestly)
Apollo's a great fighter.

REPORTER
Do you feel you have a chance?

ROCKY
Maybe --

He faces Mickey. Mickey whispers in his ear.

ROCKY
(continuing)
I'll tear his head off.

REPORTER
Do you have anything derogatory
to say about the Champion?

77.

ROCKY
Derogatory? Yeah, he's great.

Apollo Creed and his entourage enter the gym.

APOLLO
(bellowing)
I am the Champion of the whole
world!!!

The gym freezes... everyone turns and stares in wonderment...
Mickey Goldmill shakes his head in disbelief. He now
realizes it is a publicity stunt.

APOLLO
(continuing)
(approaching Rocky)
Italian Stallion, I come over
to tell you to be very smart
an' after this fight donate
what's gonna be left of your
body to science, cause after
this fight what's left won't
fill a tuna fish can!... So
beware, Mon Cher!!!

Apollo turns to the cameras... Rocky is speechless.

APOLLO
(continuing)
This classic fight -- Tha's
right, this bicentennial
fight's goin' down in the
history books 'cause January
first I'm gonna be the first
man to bounce another man offa
the planet Pluto!

Dipper stands in the far ring... the attention Rocky is
receiving makes him a killer.

APOLLO
(continuing)
Now I gots a special
announcement, y'hear. For the
first time in alotta years
this championship fight is
gonna be on your home T.V.!
Free -- 'Course that's just
for Philly -- My present to
the city...
(MORE)

Dipper cuts loose with a hook and knocks Mike flat. The
room reeks of fear... Apollo's eyes flick back and forth
between Rocky and Dipper. Apollo taps his bodyguards and
they begin to ease away.

DIPPER
... Now, boy, kiss my feet.

Rocky eyes his friend lying on the floor. He shuffles
forward and stands before Dipper.

DIPPER
(continuing;
almost in a whisper)
... Kiss 'em.

Rocky looks at Mickey, then lowers his eyes to Dipper's
feet... Dipper smiles. Rocky starts to bend towards the
shoes. Without warning, he explodes with a pair of
combinations into Dipper's exposed ribs. A CRACK is HEARD
and Dipper sinks to the floor writhing in pain... The room
is silent except for Dipper's moaning.

Apollo is stunned by the scene. The gym has become a very
gloomy place. He eyes Rocky with admiration and a hint of
apprehension... He leaves.

81.

Mickey is the first one to shake off the chill... He shakes
his fists at the Reporters, and puts his arm around Rocky.

MICKEY
The kid's got cannons -- Print
that.

The crowd disperses, leaving Dipper a pathetic and broken
figure lying on a dirty gym floor.

INT. ROCKY'S APARTMENT - NIGHT

They enter the dismal apartment... On the floor are at least
ten telegrams. Rocky scoops them up and tosses them aside.
Next to the door is a pile of over a hundred telegrams.
ADRIAN
Don't you open them anymore?

ROCKY
They either say, 'Kill the
nigger' or 'Hope you die,
Honky.' -- What ya got in the
bag?

Adrian steps to the window. She pulls a pair of short but
lovely curtains from a shopping bag... The colorful curtains
glare in the dark room.

ADRIAN
Like?

ROCKY
Sharp -- Real nice.

ADRIAN
Really -- You don't think
they're overly feminine?

ROCKY
No... Sharp -- You look great.

Adrian smiles and pulls out a small Christmas wreath...
Rocky smiles. His eyes show what he feels for this woman.

Rocky approaches in a seductive manner. Adrian
uncharacteristically removes her sweater. Underneath is a
T-shirt that reads "Win, Rocky, Win."

ADRIAN
I thought it might be cute.

ROCKY
Ya right --
(laughs)
Mebbe we best just hold
hands -- the shirt made me
feel guilty, y'know.

SCENE FADES.

EXT. STREET - PRE-DAWN

Rocky is running... for extra weight he carries his huge
dog, Butkus. After a half a block he sags under the weight,
and laughing, begins to wrestle with the dog on the
pavement... Rocky tries to sneak away from the dog, but
after a few steps the beast sees him and chases him down the
street.

EXT. EASTERN PACKING COMPANY - DAWN

It is early morning and as usual Rocky jogs to the meathouse.
He is followed by his new dog, Butkus. He is stopped short
when he notices several television news vans parked out front.

INT. EASTERN PACKING COMPANY - DAWN

He and the dog enter the freezer area and see several
reporters and men with mini-cameras milling around... Paulie
is waiting for him -- Rocky is upset and goes outside.
Paulie follows.

83.

EXT. EASTERN PACKING COMPANY - DAWN

PAULIE
Yo, Rock. I made a few phone
calls an' thanks to me ya
goin' to be a big man --
Thatta dog?

A REPORTER points in Rocky's direction and suddenly he is
surrounded and led into the freezer area and positioned
beside a slab of hanging beef. The camera lights go on.

COMMENTATOR
Just relax, Mr. Balboa --
(to the camera)
Today we're here with
heavyweight challenger, Rocky
Balboa. The reason we are
standing in a refrigerated box
is that Mr. Balboa has an
unusual method of training and
in a moment he is going to
demonstrate it for our viewing
audience -- But first, Rocky,
how did you ever come to train
in an icebox?

ROCKY
Ah -- My buddy Paulie let me
in one day an' I hit the beef
here an' liked it -- An' since
I become a challenger, the
owner don't mind neither.

84.

COMMENTATOR
Is this a common training
method -- I mean do other
fighters pound raw meat?

ROCKY
I think me and Paulie invented
it.

COMMENTATOR
Would you give us a
demonstration?

Rocky steps over to a hanging beef and begins pounding with
incredible intensity... Everyone present is taken aback.
Rocky completes hitting the meat and stands there with his
hands dripping beef blood.

The Commentator is unnerved and Rocky looks straight into
the camera lens and holds up his bloody fists.

COMMENTATOR
... Diane Lewis in the
meathouse with the Southpaw,
Rocky Balboa.

INT. JERGENS' OFFICE - DAY

Apollo sits behind Jergens' desk. Jergens is not present.
Four middle-aged and younger types and Creed's lawyer sit
around the desk. The desk is flowing with forms and charts.

APOLLO
How much is being channeled
into West Coast closed-circuit
advertising?

LAWYER
Three hundred thousand.

APOLLO
Make it four hundred an' fifty.
(to younger man)
Send two hundred roses to the
mayor's wife from me, get a
picture an' make sure it gets
all the papers.

BUSINESSMAN #3
Do ya want to run the fifteen
radio spots in the mid-west?
I think you could spend the
money better in Canadian
publicity.

85.

APOLLO
Yeah, I'd like to get Canada --
see, if we can get a tax
break -- Gimme the figures on
the Program Concession.

Meanwhile, the trainer sits across the room in a darkened
corner looking at a small television. He is watching
Rocky's bloody exhibition on the news...

He waves at Apollo.

TRAINER
(worried)
Apollo, you oughta come see
this boy you're gonna fight on
TV -- looks like he means
business.

Apollo is still engrossed in his paperwork.

APOLLO
I mean business, too --
(to men)
The gross rental of the arena
is gonna include the four
hundred ushers, right? --
Gimme some coffee.

EXT. PAULIE'S STREET - NIGHT

It is a moonless night and Paulie staggers across the street
and enters his building... He staggers up the stairs.

INT. PAULIE'S APARTMENT - NIGHT

Paulie removes his coat and tosses it listlessly in a
chair... He rubs his red eyes and sways into the kitchen.

He takes a bottle of wine out of the icebox. As he swills
the wine he hears the SOUND of Rocky's and Adrian's VOICES
traveling from his sister's room. Paulie's face tightens
and he staggers towards the bedroom.

He stands outside the bedroom door and peers through a
crack... Rocky, Adrian, and the dog are watching TV in the
otherwise darkened room.

ADRIAN
... And he called the
reporters --

ROCKY
Yeah... Threw my whole day off.

86.

ADRIAN
Don't be mad at him -- He just
wants to help.

ROCKY
Yo -- I ain't mad. I'm just
outta joint when reporters are
around -- They take cheap
shots an' Paulie knows it.

PAULIE
(to Adrian)
You forget what I went through
to give ya the best.

88.

ADRIAN
You gave me what?! Knots!
You gave me knots in here
every day -- you made me
scared of everything!

PAULIE
I always seen ya had the best,
but did ya ever think of
puttin' in a good word for me
with this scumbag!

Paulie smashes a large lamp with the bat.

ADRIAN
Don't do that again!

PAULIE
Get away from me -- I could
never even get married 'cause
you couldn't live by yaself --
ya'd die by yaself! So
instead I put you two
together -- Did ya think of
puttin' in a good word for
me? -- You owe me!

ADRIAN
Owe you what?

PAULIE
You owe me an' are supposed to
treat me good!

ADRIAN
Good? Good, Paulie?! I've
been treatin' you like a baby.
Since I can't remember it's so
long -- I'm the only one who
feeds you an' puts you in bed
when ya can't stand up -- and
it's you that made me feel
like a loser -- That's what ya
use to call me 'Loser' -- What
kind of name is that? So can
ya blame me for not remembering
to talk about you when I'm
with Rocky -- I don't owe you,
Paulie, you owe me.

ROCKY
What break? Huh? What break!
Who am I to give breaks! I'm
a fighter, you haul meat. You
do what you do an' I do what I
do best -- that's it -- that's
life, man!

Paulie looks ashamed... Rocky walks, then returns.

ROCKY
(continuing)
... An' what ya said to my
girlfriend ain't right -- Do
it again, I'll kill ya.

Rocky goes into the bedroom... Adrian has buried her face in
a pillow... She is rocking slightly. Rocky cradles her and
kisses her cheek.

ROCKY
(continuing)
Wanna hear a dirty joke?

90.

ADRIAN
(smiles)
... Yes --

INT. MICKEY'S OFFICE - DAY

Mickey is in his cluttered office above the gym... the room
is dark. Blankets are tacked over the windows. Rocky is
watching 8 mm movies of Apollo Creed in action... Rocky
watches with intense concentration as the fighter moves like
a huge dancer around the ring.

MICKEY
His defense is great, can't
lie 'bout that -- You have a
rollin' style. Can't retreat
as fast -- But your style
ain't retreatin'.

They both watch the flickering images.

MICKEY
(continuing)
See how he plays sometimes --
Drives his cornermen nuts.
Nobody knows his next move --
Him included.

They watch more action... Creed has a fighter helpless
against the ropes.

MICKEY
(continuing)
Killer instinct -- Ya both got
the killer touch. Interestin'.
See that! -- Right-cross
combination. Beautiful. But
you got the power to rip the
body.

They watch more action.

MICKEY
(continuing)
Rocky, when ya climb into the
square, an' know ya' meetin'
the best fighter in the world,
ya' gonna be ready, ya' gonna
be ready 'cause I been waitin'
for fifty years -- Fifty years.
When I'm done with you, you'll
gonna be able to spit nails.
(MORE)

91.

MICKEY (CONT'D)
You'll gonna be able to eat
lightin' and crap thunder --
You'll be a very, very
dangerous person...

The SCENE FADES on Mickey's voice and Rocky staring
transfixed at the images projecting on the wall...

INT. GOLDMILL'S GYM - DAY

Rocky is pounding the heavy bag with intense concentration.
As he strikes from all angles, Mickey instructs.

INT. GOLDMILL'S GYM - LATER

Rocky now works on the incline situp board... While doing
situps, he pounds himself in the stomach with a dumbbell.
The pain is evident on his face.

INT. GOLDMILL'S GYM - STILL LATER

Pushups between two chairs as Mike sits on his shoulders...
Mickey coaching drives him on.

INT. GOLDMILL'S GYM - STILL LATER

Mike has on a pair of target gloves and Rocky moves around
the ring swinging at them.

INT. GOLDMILL'S GYM - STILL LATER

Drenched in sweat, Rocky hums the speed bag. His expression
is hard and flushed. Mickey clicks a stopwatch and pats
Rocky's shoulder... He is very happy.

INT. GOLDMILL'S GYM - STILL LATER

Rocky has just completed exercising with the medicine ball...
Dino hands him a towel... Paulie crosses the gym as Rocky
heads to the steam room... A thin man crosses the gym and
Mickey nods.

Running... Rocky's crowd of trailing boys has tripled.
Dashing through the streets, he resembles the Pied Piper.

EXT. ART MUSEUM STAIRS - DAY

It is twilight and Rocky is alone at the very bottom of a
huge flight of steps that seem to stretch into the heavens...
Rocky takes a deep breath and sprints up the never-ending
stairs... Halfway up, his body shows the strain. Nearing
the top, Rocky pumps with all his strength and arrives at
the very top... He looks down the steep stairs and swells
with pride... He is ready.

INT. MAYOR'S OFFICE - DAY

Rocky is led into Mayor Rizzo's office by an aide... Rocky
is very nervous as he approaches the mayor, who is seated
behind his wide desk.

MAYOR
Sit down, Rocky.

Flips open a thick file that lays in front of him.

93.

MAYOR
(continuing)
I've been going over your
record -- You've been the busy
type --
(reading)
Nineteen arrests -- probation
three times -- expelled from
seven public schools in 1964
and '65.

Rocky tries to sink into the chair.

MAYOR
(continuing)
I'm a very busy man, but I
just wanted to remind you that
you'll be setting an example
for thousands of guys like
yourself and maybe start them
off in a new direction and
give our police force a
break -- I also hope you try
your very best and bring pride
to Philadelphia.

ROCKY
... I'll try.

The mayor presses a button and a photographer enters.

MAYOR
Would you stand up, please.

Rocky rises and the mayor shakes his hand... Their picture
is taken three times... The photographer exits.

MAYOR
(continuing)
Thank you for coming by,
Rocky -- good luck.

ROCKY
(turns)
Any time.

MAYOR
(sitting)
Wait... After the fight you'll
have nearly a hundred and
fifty thousand dollars -- What
do you plan to do with it?

94.

ROCKY
(smiles)
... Run for mayor.

The mayor is shocked at first but then breaks into a big,
friendly laugh, and Rocky exits.

INT. ROCKY'S APARTMENT - NIGHT

Adrian and Rocky are at his apartment. They are looking at
new scrapbooks. Newsweek Magazine: Headline: "The Italian
Stallion or Donkey?" -- Philadelphia Magazine -- Rocky
stands with the mayor.

ADRIAN
Rocky, do you realize everybody
in this country knows your
face, and after the fight
everybody in the world is
going to.

ROCKY
Yeah...

She flips through Sports Illustrated, The American Sportsman,
Ring Magazine, World Boxing, True, and a multitude of other
clippings.

The TELEPHONE RINGS... Rocky rises and walks to the new
white object hanging on the wall.

ROCKY
(continuing)
My first call... Hello? Yeah,
speakin' -- Who is this?
Bruce? Bruce who? -- Yo,
Bruce! How ya been? I ain't
seen ya for nine or eight
years -- Yeah, things is
great, how's things with you
upstate -- Ya sellin' real
estate, hey, that's a good
job... Yeah, I gotta advance,
but I bought ringside seats
for the guys at the gym. I
get the hundred an' fifty
grand after the fight...

ROCKY
(continuing)
Okay, what is it -- four-
twelve 659-2424. Yeah, yeah,
thanks for callin' -- Sure
I'll get back to ya, Bruce --
see ya.

Rocky hangs up.

ADRIAN
What was that you said about a
pet shop?

ROCKY
(distant)
... What?

ADRIAN
What did you say about a pet
shop?

ROCKY
I don't want ya cleanin'
nobody else's cages no more.

ADRIAN
Is everything all right?

ROCKY
I gotta go out for a while.

Rocky grabs his coat and moves to the front door.

ROCKY
(continuing; to dog)
... Come.

96.

INT. GOLDMILL'S GYM - NIGHT

Rocky arrives at Goldmill's Gym... He unlocks the gym's door.
Rocky and the dog move through the eerie shadows of the gym.

Rocky moves across the gym with his dog and moves up the
steps to Mickey's office... At the top of the stairs he
looks down at the ring, reflects for a moment, then enters
the office.

INT. MICKEY'S OFFICE - NIGHT

After turning on the lights, he quickly cleans the cluttered
desk and sets up the projector... He goes to the cabinet and
removes a stack of 16 mm films.

DISSOLVE TO:

INT. MICKEY'S OFFICE - SEVERAL HOURS LATER

The office clock indicates it is several hours later. Rocky
is engrossed in watching another Apollo Creed film. He sits
motionless.

Rocky sits upright. Something catches his eyes... He
springs at the projector. He reruns the scene several times.

DISSOLVE TO:

INT. MICKEY'S OFFICE - SEVERAL HOURS LATER

Several hours later Rocky is engrossed in watching another
Apollo Creed film... He sits motionless. Something catches
his eye. Rocky stops the projector as Apollo is delivering
a knockout blow to an unfortunate opponent.

Rocky moves right up to freeze frame and inspects it like it
was a priceless painting... He backs off and begins writing
on a note pad.

DISSOLVE TO:

INT. MICKEY'S OFFICE - DAWN

The first light of dawn streams through Mickey's filthy
windows... Rocky is slumped in a chair and it is apparent he
has lost interest in watching the movies.

The film has completed its run through the projector and
lazily flops around on the top reel... Listlessly Rocky rubs
his reddened eyes.

97.

The door opens and Mickey flips on the light... The two men
stare at each other for a long moment. Mickey studies
Rocky's despondent expression and knows what is on the
fighter's mind.

MICKEY
... I know what you're
thinkin'm kid -- At least ya
gotta shot -- All ya can do is
try ya' best.

Rocky stands and, with his dog, inches past Mickey and exits
the room. Mickey walks over and turns off the projector.
He idly pushes the machine with a lazy motion until it
slides off the desk and crashes to the floor.

EXT. STREET - DAWN

After leaving Mickey's gym, Rocky and his dog listlessly
move down the street and head for home.

INT. ROCKY'S APARTMENT - DAY

Rocky arrives at his apartment... Adrian is asleep on the
couch. He lowers himself beside her. Her eyes open.

ROCKY
... Can't do it.

ADRIAN
... What?

ROCKY
... I can't beat him.

ADRIAN
Apollo?

ROCKY
Yeah, I can't beat him.

Adrian touches his face.

ROCKY
I been watchin' the movies --
studyin' -- He ain't weak
nowhere.

ADRIAN
What're we going to do?

ROCKY
... I dunno.

98.

ADRIAN
Oh, Rocky -- you worked so hard.

ROCKY
It ain't so bad, 'cause I was
a nothin' before --

ADRIAN
Don't say that.

ROCKY
C'mon, it's true -- But that
don't bother me -- I just
wanna prove somethin' -- I
ain't no bum... It don't
matter if I lose... Don't
matter if he opens my head...
The only thing I wanna do is
go the distance -- That's all.
Nobody's ever gone fifteen
rounds with Creed. If I go
them fifteen rounds, an' that
bell rings an' I'm still
standin', I'm gonna know then
I weren't just another bum
from the neighborhood...

Apollo's other hand is being wrapped. Dead silence except
for the TAPE and APOLLO'S BREATHING.

INT. ROCKY'S DRESSING ROOM - NIGHT

Rocky's other hand is being wrapped in a CLOSE-UP. The only
SOUND is the TAPE and ROCKY'S mounting BREATHING PATTERN.

INT. APOLLO'S DRESSING ROOM - NIGHT

CLOSE-UP of drops being placed in his nose to help increase
his intake of oxygen. The tremendously magnified SOUND of
APOLLO TAKING IN AIR.

INT. ROCKY'S DRESSING ROOM - NIGHT

CLOSE-UP of the drops being placed in Rocky's nose.

INT. APOLLO'S DRESSING ROOM - NIGHT

A heavy coating of vaseline is applied around the Champion's
eyes... In an EXTREME CLOSE-UP, the eyes shine brightly with
the grease.

INT. ROCKY'S DRESSING ROOM - NIGHT

Grease is smeared around Rocky's eyes... In the EXTREME
CLOSE-UP several deep scars are SEEN.

INT. APOLLO'S DRESSING ROOM - NIGHT

CLOSE-UP of Apollo's trainer digging his fingers deeply into
the thick neck muscles of Apollo's upper back and neck.

INT. ROCKY'S DRESSING ROOM - NIGHT

CLOSE-UP OF Mike's arms wrapped around Rocky's waist and
lifting his diaphragm up... Magnified BREATHING ROARS from
the screen.

100.

INT. APOLLO'S DRESSING ROOM - NIGHT

Apollo's trainer slips a mouthpiece into Apollo's mouth.
Apollo shakes his head and the trainer removes it and places
another one in the champ's mouth... Creed nods yes.

INT. ROCKY'S DRESSING ROOM - NIGHT

Everyone present is motionless as Rocky is in the bathroom.
Alone, Rocky is on his knee praying. Completing his silent
prayer, he stands and looks at himself in the mirror.
Suddenly a wave of emotion sweeps over him as he thinks that
in a few moments he will face the most overwhelming challenge
of his life.

Out in the dressing room, the door opens and a guard leans
in and nods that it is time. He leaves... Rocky steps out.

MICKEY
... It's time, kid.

Rocky nods and moves toward Adrian.

ADRIAN
... I'll wait for you here.

Rocky nods and she kisses him. The fighter leaves with his
trainers... Adrian is on the verge of tears.

INT. HALLWAY - NIGHT

Rocky, Mickey and Mike start down the long hallway... Up
ahead are three security guards... Rocky rubs his bare
shoulders.

ROCKY
Yo, Mick, can I have my rob?

Rocky puts on the robe... Embroidered across the back in
flaming letters is:

"THE ITALIAN STALLION"

*Pennzoil*

Mike helps him into the robe... Mickey is not amused.

MICKEY
Don't you care what the people
will say?

ROCKY
... I'm doin' it for a friend.

101.

MICKEY
Whatta you get outta this?

ROCKY
I get the robe an' Paulie gets
three grand.

MICKEY
... Shrewd.

INT. ARENA - NIGHT

TWO RINGSIDE COMMENTATORS sit in front of a panel of closed
circuit televisions.

COMMENTATOR #1
We would like to welcome our
viewing audience to the Grand
World Championship Bicentennial
Heavyweight Fight -- the first
major event of the Bicentennial
Year... A point of interest is
that the fight is being beamed
to more than seven hundred and
fifty million fans in theatres
in nearly every corner of the
world. I would like to
welcome an old friend, and co-
commentator for this evening's
event -- Jimmy Michaels.

COMMENTATOR #2
Thank you, Bob. The
electricity is everywhere
tonight. Rocky Balboa, a
fifty-to-one underdog, is
living a Cinderella story
which has captured peoples'
imaginations all over the
world -- to quote a popular
sports magazine, 'The fighting
style should be 'The Caveman
Against the Cavalier.' From
the increase in sound it
appears the challenger is now
approaching the ring... His
record is forty-four wins,
twenty losses and thirty-eight
knockouts.

COMMENTATOR #1
I only wonder if this man has
the skill to go past three
rounds -- Vegas odds say, 'no.'

102.

ANOTHER ANGLE

A wedge of uniformed guards knife down the aisle to the ring.
Many people wish Rocky well as he passes... people also hurl
insults. From the expression on Mickey's face it is also
the greatest night of his life. In the audience are familiar
faces from the gym. From the back of the arena a ROAR goes
up... Apollo Creed is in a mock boat dressed like George
Washington. He throws silver dollars. The NOISE builds to
DEAFENING proportions. Creed's trainer holds the rope and
Creed bounds into the ring. He tears off the Washington
outfit and it is clearly SEEN that Apollo Creed is garbed in
an outrageous Uncle Sam outfit... On his head is a red,
white and blue sequined top hat. The robe is sequined red,
white and blue. His boxing trunks are red, white and blue
silk with stars around the waistband. The boxing shoes
match the trunks. On his chin is a pointed white Uncle Sam
beard.

COMMENTATOR #2
You could go deaf with the
noise -- it undoubtedly means
Champion Apollo Creed is
heading towards the ring --

COMMENTATOR #1
Am I seeing right? Creed is
approaching the ring in a boat.
Is he supposed to be George
Washington? Obviously so.

COMMENTATOR #2
It's been confirmed that it is
definitely an impersonation of
George Washington -- a great
way to start 1976 off.

COMMENTATOR #1
I agree.

Immediately Creed begins gracefully dancing in a wide circle.
He passes within inches of Rocky in his Uncle Sam outfit.

APOLLO
I want you! I want you!

The crowd loves the taunting. Apollo Creed floats back to
his corner.

MICKEY
Don't let 'im get you tight.

103.

ROCKY
Whatta ya think that outfit
cost?

ANOTHER ANGLE

The ANNOUNCER steps to the center of the ring... Several men
in suits stand against the ropes... Paulie is dressed nicely
and sits at ringside with a pretty blonde escort. Rocky
waves at him. Paulie waves back and secretly gestures at
his date... Rocky smiles and gestures back.

ANNOUNCER
Ladies and gentlemen --
Welcome to the Bicentennial
Heavyweight Championship
Fight... We are very proud to
have with us four former Great
Champions... Ladies an' gents,
'The one and only 'Manassa
Mauler' -- Jack Dempsey!'

The CROWD ROARS and JACK DEMPSEY waves and goes to Creed's
corner, then Rocky's.

JOE LOUIS bows and steps to Creed's corner. Creed strikes a
boxing pose and Louis tosses a playful punch.
ROCKY
They must be friends.

ANOTHER ANGLE

ANNOUNCER
Now, last but certainly not
least -- the former Heavyweight
Champion, a son of Philly,
Smoking Joe Frazier!

FRAZIER rumbles to the center of the ring. The CROWD CHEERS.
Apollo puts on a show... He grimaces and gestures like he's
going to attack Frazier. His cornermen hold him back. They
laugh. Frazier goes to Rocky's corner.

FRAZIER
Save some of him for me.

ANOTHER ANGLE

The Commentators beckon to Frazier as he exits the ring.

COMMENTATOR #1
The former champ looks great --
Can we get Joe over here --
here he comes.

ANNOUNCER
... Now for the evening's main
event -- In the corner to my
right, The Challenger, wearing
white trunks -- At one hundred
an' ninety-one pounds, one of
Philly's own sons -- 'The
Italian Stallion,' Rocky Balboa!

A good CROWD RESPONSE.

ANOTHER ANGLE

ANNOUNCER
In the far corner, wearing
red, white an' blue -- Weighing
in at two hundred and ten
pounds -- Undefeated in forty-
six fights -- the Heavyweight
Champion of the World -- 'The
Master of Disaster' -- Apollo
Creed!

The arena EXPLODES and Creed puts on a display of hand speed.

ANOTHER ANGLE

The REFEREE motions to both fighters... They step to the
center of the ring. As the Referee explains the rules
Apollo and Rocky stare hard into each other's eyes... The
Referee's voice fades and the fighters' expressions fill the
screen... Something soulful and frightening is being
communicated.

REFEREE
... Now come out fighting.

The fighters return to their corners.

MICKEY
God bless ya, Rock.

ROCKY
Thanks, Mick -- I'm gonna try.

ANOTHER ANGLE

The BELL RINGS... Creed dances forward and boxes Rocky as
though he considers the man an amateur.

106.

ANOTHER ANGLE

COMMENTATOR #1
The Champ stings the slower
challenger with jabs at
will -- Balboa blocks eighty
percent of the blows with his
face -- Creed doesn't look the
best he's ever been but is
moving smoothly -- Creed snaps
out a triple combination that
backs Balboa into a corner --
oh, a solid hook by Creed, a
master of fist-men.

COMMENTATOR #2
The Champion is smiling and
toying with the man -- trying
to give the fans their money's
worth and make a show of it
with the badly out-classes
challenger -- Another left to
right combination. I feel
sorry for --

COMMENTATOR #1
Creed is down!!!

ANOTHER ANGLE

Rocky suddenly explodes with an upswing hook to the jaw.
Creed is dropped. The arena EXPLODES. Creed's eyes show
disbelief. So do Rocky's.

Rocky backs into his corner... Mickey and Mike yell at him.

MICKEY
You can do it! Goddamnit, you
got the power! The body, get
the body!!! Ya got him goin'!

REFEREE
Six!... Seven!... Eight!...

Creed is up... His playful attitude is gone... he is now all
business. His lightning jab stings Rocky's face repeatedly.

APOLLO
... Come at me, sucker!

Rocky charges and a terrific right crashes against Apollo's
chin, followed by an uppercut to the liver that causes Creed
to cringe...

107.

Apollo counters with jabs and Rocky whips brutal combinations
to the body.

The BELL for the second round RINGS... Rocky rushes out fast
and furious. Apollo melts out a left hook that raises a
goose egg over Rocky's eye... Apollo employs footwork that
dazzles Rocky. He has class. He studies Rocky and employs
his lightning jab with cutting accuracy. Still Rocky shuffles
ahead, bombarding Creed's midsection with hooks.

108.

ANOTHER ANGLE

The round ends with Apollo assaulting Rocky with blinding
combinations and delivering a stupendous right cross that
flings Rocky into the ropes and shatters his nose... The
round ends.

ANOTHER ANGLE

Apollo stands in his corner and jokes with the fans, but he
is beginning to show the strain from the body punches.

APOLLO
Man, I rearranged his face
with that right -- The people
love what's happenin' tonight.

TRAINER
People nothin', you in a
fight, my man, -- ya best
believe what you hear... Knock
that boy out soon an' let's go
home.

ANOTHER ANGLE

Rocky sits as Mickey and Benny try to reduce the swelling
around his eyes... The nose is shattered.

The Commentators are caught up in the action. They speak
rapidly into their microphones.

109.

COMMENTATOR #2
If you had asked anyone who
knows boxing, they never
would've predicted a first
round knockdown and the second
round punishment to the body
of the Champion... Most
fighters will tell you,
receiving a good body punch is
the next worst thing to dying.

COMMENTATOR #1
Round three ready to start and
should be interesting to see
if Creed can put the challenger
away -- there goes the bell.

ANOTHER ANGLE

Round three... Apollo comes out dancing. He skips and side-
steps Rocky's sledgehammer hooks. An expert ring general,
Apollo uses the ring fully. Rocky keeps tearing in and
Creed meets the bombing attack that cause thick swelling...
Near the end of the round Rocky fires a penetrating punch to
the heart.

COMMENTATOR #1
Apollo almost sprints out of
his corner -- feints and
throws a pair of left-right
combinations. Balboa drops
beneath a left upper cut and
lands a very solid shot on
Creed's temple -- not much
movement from Balboa, duck a
left, a right, another left
and explodes with a right hook
to the temple -- I mean
explodes. The Champ backs off.

COMMENTATOR #2
There's no way Apollo expected
this kind of hitting power.

COMMENTATOR #1
No way -- but the brilliant
ability of the Champion to
master situations like this is
one of his most outstanding
traits -- Creed tosses a
perfect right hand that rocks
Rocky.
(MORE)

110.

COMMENTATOR #1 (CONT'D)
Creed on the offensive --
Balboa takes the punishment
and counters with a left flush
over the heart... that hurt.

The wallop knocks Apollo off balance... The CAMERA GOES TO A
STEEP ANGLE SHOT from the floor, VERTICALLY UP Apollo's body.
The SCENE GOES INTO SLOW MOTION... Rocky releases a
terrifying uppercut that opens a gash under Creed's eye.
Creed's face contorts with excruciation.

The BELL SOUNDS. Apollo's corner works frantically to close
the wound... The ring DOCTOR inspects the cut.

TRAINER
Bad? Talk to me, man!

DOCTOR
Deep, but passable.

APOLLO
(staring at Rocky)
... That man's takin' his job
too serious.

TRAINER
He's movin' to your left --
don't let him no more -- dance
and stick, hear? Don't
play -- I know what ya feelin',
but don't play.

APOLLO
He got lucky.

TRAINER
Luck! You fightin' a crazy
man -- but you got him hurt
bad.
(to Assistant)
More ice, now!

111.

ANOTHER ANGLE

Rocky's face is in very bad shape, not cut, but wretchedly
swollen around the eyes.

MICKEY
How you holdin' up, kid?

ROCKY
Fine... That guy's great.

MICKEY
Gimme the water! Ya getttin'
tagged with his right. I
think you should feint left
and high hook 'im -- Benny,
check the eyes! Can ya see?

ROCKY
(standing)
See what?

MIKE
Ya sappin' his strength --
He's losin' steam.

ROCKY
He ain't losin' nothin'.

MICKEY
Keep on him -- You're doin'
great.

SERIES OF SHOTS

In the next ten rounds, Apollo cuts and slashes Rocky to
ribbons, but pays dearly... Both his eyes and lips are cut.
Welts across his midsection attest to Rocky's body-battering.

INT. ROCKY'S DRESSING ROOM - NIGHT

Adrian is unable to remain alone... She is lured by the
GROWING ROAR OF THE FANS... She exits the dressing room.

INT. ARENA HALL - NIGHT

Stepping out of the dressing room she walks down the corridor.
The MOUNTING CHEERS make her speed up. She opens the door
at the end of the corridor and is hit by a THUNDEROUS WAVE
OF SOUND. The guard at the door inspects her and goes back
to watching the fight.

112.

INT. ARENA - NIGHT

Adrian stands at the rear of the arena and watches the
battle. She is entranced by the power of it all.

Back in the ring, Rocky keeps grinding ahead. He plants a
thumping left over the Champion's heart and Creed winces...
Rocky is game but losing.

At ringside Paulie is frantic... He is living the fight from
his seat.

Mr. Gazzo and his Bodyguard watch from the second row.
Gazzo looks proud. The Bodyguard, impassive.

INT. ANDY'S BAR - NIGHT

A huge and lively crowd look up at the television over the
bar... They see Rocky driving Creed against the ropes and
cheer loudly.

ANDY
... The Rock's got real stones.

INT. ARENA - NIGHT

The men are fighting with appalling tenacity. Rocky rips
and tears into the body... Apollo counters with a ceaseless
stream of rapier-like lefts... The Challenger is seriously
outclassed.

APOLLO
C'mon -- Lemme cut yo'!

Rocky wades in and Creed employs incredible footwork. He
sets himself and cuts loose with a thunderbolt right cross
to Rocky's already broken nose. Blood sprays from the wound
and red droplets drip from his chin...

Rocky takes a merciless beating and is staggered by a
torrent of combinations. Rocky's eyes are closed. But
Creed cannot drop him... The BELL RINGS.

ANOTHER ANGLE

The Commentators shift in their seats.

COMMENTATOR #1
Without a doubt this is the
most punishing brawl I have
ever seen -- The ringside
audience is spotted with blood.
(MORE)

113.

COMMENTATOR #1 (CONT'D)
This fight should have been
stopped rounds ago but Rocky
Balboa refuses to fall --

COMMENTATOR #2
Not only has he refused to
fall, but he has beaten the
Champion's body without mercy
and the bout has become a
vicious slugfest.

ANOTHER ANGLE

Apollo's corner is in turmoil... The Champion is definitely
hurt.

APOLLO
My side.

TRAINER
(to Assistant)
Get that doctor.

APOLLO
No doctor!

TRAINER
You're hurtin', man!

APOLLO
No doctor!... I'm feelin'
good, bro!

ANOTHER ANGLE

In Rocky's corner, things are frantic. His eyes are swollen
shut.

MICKEY
Wanna keep goin'?

ROCKY
Would you keep goin'?

MICKEY
... Yeah.

MIKE
No more, ya wanna lose an eye?
No more.

114.

ROCKY
Open my eyes -- Please, open
my eyes!

Mickey nods to Benny. He secretly places a small ring knife
between his index and middle finger. In one smooth movement
he drags the razor over the blood welts and quickly covers
the draining wounds with gauze... It is done so quickly no
one is ever aware of the operation.

ANOTHER ANGLE

At the rear of the arena Adrian looks transfixed at the ring.
She is caught up in the heat of the battle.

ANOTHER ANGLE

The BELL RINGS for round fourteen. Rocky bores in close,
but Apollo still has spring in his legs. He seems determined
to end it this round... Apollo catches Rocky flush on the
jaw. Rocky is staggered. Like a wolf, Apollo cuts loose
with pure savagery. Rocky is driven against the ropes and
receives a devastating beating from the Champion... Rocky is
dropped.

Rocky sits stunned in the middle of the ring... Everything
is a distortion. He looks for familiar faces as though to
ask for help... Mickey and Mike scream frantically for him
to stay down.

REFEREE
Six -- Seven -- Eight --

Rocky gets to his feet and tenses with renewed energy. He
is like a wounded wild animal. The tide suddenly turns.
Rocky drops low and catches Apollo with a pair of terrific
body punches that seem to drive Apollo's diaphragm up to his
throat... A CRACK is HEARD. A glaze of pain covers Apollo's
eyes. It is only a supreme effort that keeps the Champion
upright... Apollo is badly hurt. He is bent over.

Rocky moves towards Apollo. Apollo flicks dread jabs into
Rocky's eyes... The Italian wades in with punches that seem
to bulge out Apollo's back. Creed takes the punishment like
a stoic.

Blood is running from Apollo's mouth. In the clinch he
leans over Rocky and it drips down the Italian's neck and
shoulders. Apollo shields his wound from the ringside
judges and continues to fight.

115.

ANOTHER ANGLE

The BELL RINGS. Apollo's men rush out and guide him to his
corner.

APOLLO
... Ribs broke --

Blood trickles from the corner of Apollo's mouth. The
Trainer feels the ribs.

The BELL RINGS... Apollo moves cautiously out of his corner
and circles to Rocky's right.

ANOTHER ANGLE

The Commentators stare unansweringly at the fighters.

COMMENTATOR #1
The fight has slowed down to a
near stand-still -- Creed
circles to Rocky's right...
The spectrum is nearly
silent -- Neither fighter has
made a motion to throw... I've
never seen anything like it in
the last round of a
championship fight... Apollo
spits blood on the canvas. It
appears he is protecting his
right side. His ribs were
probably injured at the end of
round fourteen.
(MORE)

117.

COMMENTATOR #1 (CONT'D)
It's confirmed, unofficially,
Creed's ribs may be broken --
Apollo fakes a left and throws
a big tired right -- Balboa's
mouthpiece is out! Creed
attacks with one hand!

ANOTHER ANGLE

Apollo feints and Rocky falls for it. The Champion unleashes
a lethal blow to the side of the head that jolts Rocky's
mouthpiece into the second row... Rocky sags against the
ropes in a crucified position... The insane crowd leaps to
their feet.

ANOTHER ANGLE

Rocky's bloody teeth snarl at Apollo and he waves him to
come ahead and fight toe to toe... Apollo obliges with a
weary but effective burst of rights and lefts that have K.O.
written on every punch. Rocky counters the assault blow for
blow.

ROCKY
Gimme ya best!!!!

Mickey looks at the clock... TEN SECONDS TO GO.

ROCKY
(continuing)
Gimme ya best!!!

Blood sprays over the ropes and onto the ringside
photographers... They are horrified and wipe away the blood.

The fighters stand toe to toe and drag every remaining bit
of strength from their souls and beat each other without
mercy. They look hypnotized and have entered a dimension
far beyond blood and pain.

SIX
FIVE
FOUR
THREE
TWO
ONE!

ANOTHER ANGLE

The BELL RINGS... The arena EXPLODES with thunderous approval.

118.

Their cornermen rush to their collapsed fighters... In the
midst of all the confusion both fighters look at each other
with unabashed respect -- They stand like blood-drenched
gladiators on the most dramatic night of their lives.

As though reacting to some unspoken command, they both step
towards each other and embrace... Apollo whispers in Rocky's
ear.

APOLLO
... Ain't gonna be no rematch.

ROCKY
... Don't want one.

Mickey comes over and separates them and leads him back to
his corner... Mickey embraces him.

ANOTHER ANGLE

The Announcer enters the ring with a microphone.

ANNOUNCER
Attention, please!! Attention!!
Ladies and gentlemen, tonight
we have had the rare privilege
to have witnessed the greatest
exhibitions of stamina and
guts ever in the history of
sports.

The CROWD ROARS.

ANNOUNCER
(continuing)
Ladies and gentlemen -- We
have a split decision!

ANOTHER ANGLE

Apollo did not expect this and tenses. His corner nervously
tries to reassure him. It does no good.

ANOTHER ANGLE

Rocky did not expect this either and looks in confusion at
Mickey, but Mickey is frozen with anticipation.

Apollo is rigid. Fear radiates from his eyes. To lose the
crown on this night after the fight he fought would kill
him... A silence has blanketed the arena.

ANOTHER ANGLE

ANNOUNCER
Judge Conners scores it nine-
six Creed... Winner and still
Heavyweight Champion of the
World, Apollo Creed!

ANOTHER ANGLE

Rocky sorely smiles and looks at the waves of CHEERING fans
that circle the ring and reach out towards him... Mickey
grabs Rocky's hand and raises it. The CROWD ROARS.

MICKEY
I don't care what they say,
you're a winner.

ROCKY
Yo, can I have my locker back?

Mickey and Rocky look at each other and grin. Mickey hugs
Rocky like a son. Mickey raises Rocky's hand again. Rocky
turns away from Mickey and pats Benny the cut-man's
shoulder... Benny smiles wearily. Rocky stares across the
ring at Apollo Creed, who stands victorious, but his face
and body are badly distorted... The two men lock stares that
reflect admiration.

ANOTHER ANGLE

Apollo climbs out of the ring and the fans crush forward
screaming his name and waving red, white and blue banners.

ANOTHER ANGLE

Rocky also climbs out of the ring and waves of frantic well-
wishing fans rumble forward... Mickey's eyes show mounting
apprehension as the fans become abnormally active.

ANOTHER ANGLE

They shove the police aside and clutch wildly at Creed.
Creed's army of bodyguards swing angrily at the crowd but
they are soon engulfed by screaming waves of humanity.
Apollo is suddenly hoisted into the air and is being carried
along by a legion of fans.

120.

ANOTHER ANGLE

On the opposite aisle Rocky is experiencing the same
overwhelming adulation by his fans but does not seem to be
frightened by it, like Apollo. Mickey tries his best to
control things but his voice is drowned out in the growing
clamor. The fans shove the guards aside and hoist Rocky to
their shoulders.

Paulie tries to get to Rocky but is shoved aside and he
starts swinging.

ANOTHER ANGLE

Both Rocky and Apollo are completely at the mercy of the
crowd. They are being passed overhead and remain helpless
as their bodies float up the aisle on the sea of hands...
The CHANTING IS DEAFENING.

ANOTHER ANGLE

Fearful that Rocky is in danger, Adrian tries to move
forward. Running headlong into the crowd, she angles
through the mass to get to Rocky.

ANOTHER ANGLE

She is manhandled and shoved in a multitude of directions,
but she keeps her feet... She sees him. In the distance,
Rocky floats INTO VIEW and Adrian flattens against the wall
and waits for the procession to pass.

The procession approaches and she clearly sees Rocky's
unbelievably battered but smiling face. He appears to be
king of the world.

The procession approaches and passes Adrian. She jumps on
her toes and waves frantically but is not seen. She screams
Rocky's name... Somehow the delicate voice knifes through
the racket and reaches Rocky.

Rocky frantically looks in all directions and barely manages
to see Adrian jumping up and down waving. The crowd is
carrying him away. He attempts to lower himself but the
crowd won't permit it.

121.

Rocky instead turns and begins climbing across people's
heads and shoulders. He resembles a man trying to go up a
down escalator. People are jammed so tightly together Rocky
manages to crawl across them to Adrian.

Still suspended in air, Rocky leans down and Adrian jumps up
and they lock in an embrace.

ADRIAN
I love you -- I love you -- I
love you...

The two are swept along into the greatest night anyone can
remember...

' Eye Of The Tigre '
" ... It's the Eye of the Tiger,
It's the thrill of the fight,
Rising up to the challenge of our rival,
And the last known survivor
Stalks his prey in the night,
And he's watching us all
With the Eye of the Tiger ... "

' No Easy Way Out '
" ... There's no easy way out
There's no shortcut home
There's no easy way out
Givin' in can't be wrong ... "

Rocky - Gonna Fly Now & Overture

Before the name became a legend,
Before the man became a hero,
Meet Sylvester Stallone!!!!